The directors present the strategic report for the year ended 31 December 2025.

During 2025, Forever Collectibles ("FC") undertook a strategic consolidation of the business following a period of exceptional growth in 2024. Management focused on improving the quality of revenues, reducing working capital intensity, strengthening the balance sheet and aligning the business with a lower-risk operating model.

The business continued to develop its portfolio of licensed sports merchandise and secured additional licensing agreements during the year. These new partnerships support the continued expansion of the Company's Retro Football Shirt category, which management sees as a significant long-term growth opportunity.

During the year, FC also commenced the transition of a number of product categories from B2C market place model to a B2B program. This strategic initiative is expected to reduce inventory holding requirements, improve cash conversion and strengthen the Company's position with one of the world's largest retail customers.

Foreign exchange exposure remains one of the principal risks facing the business due to the Company's international supply chain and trading activities. The Directors continue to actively monitor currency markets and utilise specialist external advice to manage and mitigate foreign exchange risk.

Working capital management and customer credit exposure continue to be key areas of focus. During 2025, management undertook a detailed review of customer concentration and credit quality and intentionally reduced trading activity with customers whose risk profile no longer aligned with the Company's objectives.

The Directors believe that the increased focus on higher-quality counterparties, including sales and growth in licensed Retro product categories, will reduce overall business risk and create a more sustainable trading platform.

The Company successfully achieved its primary strategic objectives during 2025, namely the strengthening of its balance sheet, the reduction of risk exposure and the creation of a platform for sustainable future growth.

A significant milestone was achieved in September 2025 when the Company's US parent entity formally forgave intercompany debt. This non-cash transaction materially improved the Company's financial position, increased balance sheet equity and removed a substantial element of structural leverage from the UK business.

The Group reported management profit before tax of £3.99m for the year. Combined with the intercompany debt forgiveness, this has significantly strengthened the Company's capital base and provides greater financial flexibility to support future operations and growth initiatives.

FC continued to invest in its people, licensing portfolio and operational infrastructure during the year. The Company's Retro Football Shirt business made encouraging progress and management expects this category to deliver significant growth over the medium term.

The Directors remain confident in the long-term prospects of the business. Key initiatives for 2026 include:

• Continued expansion of the Retro Football Shirt category through existing and newly acquired licences.

• Growth of the B2B marketplace relationship and further migration of selected product lines from the B2C model.

• Reduction of inventory holdings and improvement in working capital efficiency.

• Continued focus on higher-quality customer relationships and sustainable margin delivery.

• Further development of licensing opportunities across the UK and Europe.

Based on current forecasts and customer commitments, management turnover to increase significantly during 2026 whilst inventory levels reduce, supporting improved cash generation and a stronger balance sheet position.

The directors consider the following to be the key performance indicators:

Gross Profit Margin:     46.40% (2024: 45.25%)

Current Ratio:         2.00 (2024: 1.20)

Quick Ratio:         1.39 (2024: 0.83)

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the group continued to be that of the sourcing and distribution of licenced memorabilia to the sports industry and retail trade through its wholly owned subsidiaries: Forever Collectibles UK Limited and Forever Collectibles Europe GmbH.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The group undertakes various research and development expenditure in order to develop and identify new products. The expenditure is key in ensuring the group remains at the leading edge for the various high profile clients we service. The expenditure in connection with research and development is disclosed within note 4.

In accordance with the company's articles, a resolution proposing that Forvis Mazars LLP be reappointed as auditor of the group will be put at a General Meeting.

The directors are responsible for preparing the Strategic Report, the Directors Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 102 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland' (FRS 102). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Group’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Group’s auditor is aware of that information.

We have audited the financial statements of Forever Collectibles Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the Company Statement of Financial Position, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 of its and the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors’ responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Based on our understanding of the group and the parent company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

• Inquiring of management and, where appropriate, those charged with governance, as to whether the group and the parent company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

• Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

• Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

• Considering the risk of acts by the group and the parent company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.

In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation

of the financial statements, including the risk of override of controls, and determined that the principal risks were

related to posting manual journal entries to manipulate financial performance, management bias through

judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition

(which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

• Gaining an understanding of the internal controls established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of fraud; and

• Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the parent company’s members as a body for our audit work, for this report, or for the opinions we have formed.

The Group Statement of Total Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 15 to 35 form part of these financial statements.

The notes on pages 15 to 35 form part of these financial statements.

The notes on pages 15 to 35 form part of these financial statements.

The notes on pages 15 to 35 form part of these financial statements.

The notes on pages 15 to 35 form part of these financial statements.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Group has recognised a significant deferred income tax asset in its financial statements which requires judgement for determining the extent of its recoverability at each reporting date. The Group assesses recoverability with reference to board approved forecasts of future taxable profits. These forecasts require the use of assumptions and estimates. The Group will need to make taxable profits of at least £x.xxm in the future to utilise the tax losses.

The carrying value of goodwill in the Group balance sheet and investments in the Company balance sheet are reviewed annually to determine whether there is any indication of impairment. Judgement is required in identifying the events which indicate potential impairment. Tests for impairment also require value in use and fair value less costs to sell assumptions to be made, which are inherently subjective.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

The Group has entered into a property lease that requires re-instatement to original state at the expiration of the lease. The directors have made an estimate based on the future cost of the re-instatement.

The Group makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the current credit rating of the receivable, the ageing profile of receivables and historical experience.

The Group sells licensed memorabilia and is subject to changing consumer demands and fashion trends. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When considering the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of inventory held and recent sales performance of inventory lines.

Forever Collectibles Limited is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 6th Floor, Manfield House, 1 Southampton Street, London, WC2R 0LR.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company’s loss for the year was £2,000 (2024 - £2,000).

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The consolidated financial statements incorporate those of Forever Collectibles Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 31 December 2025.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

At the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Whilst the individual parent company balance sheet reflects a net current liability position at the year end, the directors have assessed the wider group which includes the main trading subsidiary whose balance sheet net current assets and net assets are in excess of the investment made, The trading subsidiary continues to generate profit and the retained profits can be distributed up to the parent in the future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The financial statements are prepared under the historical cost convention and on a going concern basis.

Revenue is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill is the difference between the amount paid on the acquisition of a business and the aggregate fair value of its separable net assets.

Goodwill is capitalised as an intangible fixed asset in the year in which it arises and amortised in equal instalments over its estimated economic life, up to a maximum of 20 years. The directors regard 20 years as a reasonable maximum for the estimated useful life of goodwill since it is difficult to make projections exceeding this period. If a subsidiary undertaking is subsequently sold, any goodwill arising on acquisition that has not been amortised through the Statement of Total Comprehensive Income is taken into account in determining the profit or loss on sale.

Goodwill is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

The carrying value of investments in the Company balance sheet are reviewed annually to determine whether there is any indication of impairment. An impairment loss is recognised in the Statement of Comprehensive Income whenever the carrying amount of the cash generating unit underlying the goodwill and investments exceeds its recoverable amount, being the greater of value in use and fair value less costs to sell. Value in use is estimated by taking the expected future cash flows of the cash generating unit and its associated holding risks and discounting them to a present value using an appropriate discount rate.

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the Statement of Total Comprehensive Income.

At each reporting end date, the group reviews the carrying amounts of its tangible assets and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is taken through other comprehensive income.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is recognised in other comprehensive income.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, those overheads that have been incurred in bringing the inventories to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest rate method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. The impairment loss is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest rate method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Total Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Total Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the Statement of Total Comprehensive Income so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the Statement of Total Comprehensive Income for the period.

Royalty fees are expensed in the Statement of Comprehensive Income as they arise under contract over the contractual period. Where fee payment is made in advance or in arrears for a period of the contract, a prepayment or accrual is recognised accordingly.

Royalty commitments for future periods are disclosed as financial commitments.

The performance of each royalty contract is reviewed at each reporting date. Should the minimum royalty obligations of the contract exceed the expected economic benefits from sales attributable to a contract, an onerous contract liability is recognised for the full expected contractual loss.

Buying agent commission

Buying agent commission is received from goods suppliers based on a percentage of payments made to the suppliers in the year. Income is recognised on a monthly basis on payments made.

An analysis of the group's revenue is as follows:

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The audit fee for the company was borne by the subsidiary companies.

There are not considered to be any key management personnel of the group other than the directors.

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The group has estimated losses of £3,192,684 (2024 £2,708,385) available for carry forward against future trading profits.

A deferred tax asset of £798,171 (2024: £672,676) has been recognised on £3,192,684 (2024 £2,708,385) in respect of these trading losses, and is measured at 25% (2024: 25%).

The amortisation charge for the year is included within administrative expenses in the Statement of Total Comprehensive Income.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Financial assets measured at amortised cost relate to trade and other debtors. Financial liabilities measured at amortised cost comprise borrowings, obligations under finance leases, trade and other payables, amounts owed to group undertakings and accruals.

Stock written off in the year amounted to £nil (2024: £nil).

Amounts due to subsidiary undertakings are unsecured, interest free and with no fixed terms of repayment.

The group has an overdraft facility with Barclays Bank Plc which is secured, along with a bank treasury, by a debenture on the assets of the group. At the year end the group had a balance on these facilities of £989,689 (2024: £891,832), which has been included in borrowings.

Additionally, within borrowings is a Trade Cycle loan facility updated in the year. Under the terms of the agreement a £1,000,000 trade Cycle Loan facility is available for use by the company. At the year end this balance stood at £nil (2024: £128,200). The borrowing is secured by way of fixed and floating charges over the assets of the company.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The remaining deferred tax asset is expected to reverse in more than one year and relates to the utilisation of tax losses against future expected profits.

Ordinary shares carry voting rights, but no right to fixed income.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

There were no sums outstanding at the year end in connection with the defined contribution pension scheme.

Operating lease payments represent rentals payable by the group for certain of its properties and equipment. Property leases are negotiated for an average term of 5 years and equipment leases for an average term of 4 years.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At 31 December 2025 the group had outstanding commitments under royalty contracts which fall due as follows:

The balance brought forward owed to Team Beans LLC (the ultimate parent company) from 31 December 2024 was £4,821,435.

During 2025 there were £336,847 (2024: £523,132) of management charges, IT charges,  marketing charges, royalties and foreign exchange movements. An amount of $481,681 - in local currency £365,279 (2024 - $312,807 - in local currency £243,626) was repaid during the year.

The closing balance on this account was £118,637 owed by the ultimate parent. The intercompany balance is interest free and repayable on demand.

The balance brought forward owed to Pollard Sports Limited was £32,471, and there has been no movement on this during the year and therefore the balance is carried forward.

The company has taken advantage of the exemption available under FRS 102 section 33 ''Related Party Disclosures'' for wholly owned subsidiaries not to disclose related party transactions with UK companies whereby 100% of the voting rights are controlled within the group.

The immediate and ultimate parent company and controlling party is Team Beans LLC, a company registered in the United States of America. This is the largest and smallest group in which the company is included in.

During the year, it was identified that, following the initial transfer of trading activities from the UK entity to the EU subsidiary prior to 1 January 2024, revenue relating to the transferred trading activities had been inadvertently recorded twice within the EU subsidiary. As a result, the same revenue was recognised twice, leading to an overstatement of revenue and trade debtors in 2023. The duplication arose from an error during the transfer process.

Following a detailed reconciliation of historical balances and transactions between the entities, a prior year adjustment has been recorded to reverse the duplicated revenue recognised in 2023 and correct the resulting overstatement of retained earnings and trade debtors brought forward into 2024.